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(영문) 서울중앙지방법원 2017.02.09 2015가합27113

주주명의개서절차이행

Text

1. Defendant B Co., Ltd. shall hold 60,410 shares in Defendant C’s name among the ordinary shares issued by the said Defendant to the Plaintiff.

Reasons

1. Basic Facts A: The plaintiff, Eul: defendant C [Article 2] the subject matter of this Agreement and the terms and conditions of transfer and acquisition of shares are as follows:

(1) The number of acquisition shares of Defendant Company: 172,600 shares common shares (hereinafter “the acquisition price of this case”) (hereinafter “the total acquisition price of this case”): 35,000,000 won (4) The date of transfer or acquisition of shares: April 30, 2014 (Article 7) shall be determined by the following special agreement, in addition to the general terms and conditions of the contract, and where special agreement conflicts with those of the general terms and conditions, the special agreement shall take precedence over the special agreement.

(2) The acquisition amount under Article 2 (3) shall be paid within three months after the conclusion of this contract.

In the event of non-payment, the full amount of compensation or directors shall immediately resign and the full amount of the stocks shall be returned to the original 100% immediately after the default.

The Plaintiff owned 100% (172,600 shares) of the ordinary shares issued by Defendant B (hereinafter “Defendant Company”) and entered into a share transfer agreement with Defendant C on April 30, 2014 (hereinafter “instant share transfer agreement”), and 60,410 shares out of 172,60 shares of the Defendant Company’s shares on the shareholder registry (hereinafter “instant shares”) were transferred to Defendant C in the name of Defendant C, and the remaining shares were changed to D and five shares, and Defendant C was appointed to the representative director of the Defendant Company on May 1, 2014.

1. Defendant C acquired the Defendant Company from the Plaintiff on April 30, 2014.

2. To pay the acquisition amount of KRW 35,00,000 by July 31, 2014. If the acquisition amount is not paid, 100% of the shares of the previous acquisition company shall be reinstated and refunded at the responsibility of Defendant C to the original state.

B. On May 29, 2014, Defendant C drafted and delivers to the Plaintiff a letter of agreement with the following terms and conditions (hereinafter “instant letter of agreement”), and Defendant C again transfers the certificate of resignation of representative director and the instant key shares to the Plaintiff as of July 30, 2014.